0001788230falseQ22025--12-31xbrli:shares00017882302025-01-012025-06-3000017882302025-08-13
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM 10-Q/A
(Amendment No. 1)
_________________________
| | | | | |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2025
OR
| | | | | |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from __________ to __________
Commission file number 001-42411
_________________________
HERITAGE DISTILLING HOLDING COMPANY, INC.
(Exact name of registrant as specified in its charter)
_________________________
| | | | | | | | |
Delaware | | 83-4558219 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
| | |
9668 Bujacich Road, Gig Harbor, Washington | | 98332 |
(Address of Principal Executive Offices) | | (Zip Code) |
(253) 509-0008
Registrant’s telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | | CASK | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| | | | | | | | | | | | | | |
Large accelerated filer | o | | Accelerated filer | o |
| | | | |
Non-accelerated filer | x | | Smaller reporting company | x |
| | | | |
| | | Emerging growth company | x |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The number of shares of the Registrant’s common stock, par value $0.0001 per share, outstanding as of August 13, 2025, was 26,239,027.
EXPLANATORY NOTE
Heritage Distilling Holding Company Inc. (the “Company") is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment”) to amend the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2025 (the “Original Filing”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 14, 2025 (the “Original Filing Date”). The sole purpose of this exhibit-only Amendment is to supplement the Exhibits contained in Item 6 of Part II of the Original Filing by refiling the Company’s Amended and Restated Bylaws to correct a scrivener’s error in the version previously filed.
This Amendment is an exhibit-only filing. Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend or update in any way any of the financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing Date. Accordingly, this Amendment should be read in conjunction with the Original Filing and the Company’s other filings with the SEC.
Pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), currently dated certifications are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act under Item 15(a) of Part IV hereof. Because no financial statements have been included in this Amendment and this Amendment does not contain any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. Similarly, because no financial statements have been included in this Amendment, certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 have been omitted.
Part II - Other Information
Item 6. Exhibits.
The Exhibits listed in the Exhibit Index are filed as part of this quarterly report on Form 10-Q. Each management contract or compensatory plan or agreement listed on the Exhibit Index is identified by a hashtag.
EXHIBIT INDEX
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit | | | | Incorporated by Reference |
| Number | | Description of Exhibits | | Form | | File No. | | Exhibit | | Filing Date |
| 3.1 | | Second Amended and Restated Certificate of Incorporation of Heritage Distilling Holding Company, Inc. | | 8-K | | 001-42411 | | 3.1 | | November 26, 2024 |
| 3.2 | | First Amendment to Second Amended and Restated Certificate of Incorporation of Heritage Distilling Holding Company, Inc. | | 8-K | | 001-42411 | | 3.1 | | June 27, 2025 |
| 3.3 | | Amended and Restated Bylaws of Heritage Distilling Holding Company, Inc.† | | | | | | | | |
| 3.4 | | Certificate of Designations, Preferences and Rights of the Series A Convertible Preferred Stock | | S-1/A | | 333-279382 | | 3.8 | | October 3, 2024 |
3.5 | | Certificate of Designations, Preferences, Powers and Rights of the Series B Convertible Preferred Stock | | 8-K | | 001-42411 | | 3.1 | | January 24, 2025 |
3.6 | | Certificate of Amendment to the Certificate of Designations, Preferences, Powers and Rights of Series B Convertible Preferred Stock | | S-1 | | 333-288051 | | 3.5 | | June 13, 2025 |
| 4.1 | | Specimen common stock certificate | | S-1/A | | 333-279382 | | 4.1 | | August 28, 2024 |
| 4.2 | | Form of Representative’s Warrant from initial public offering | | 8-K | | 001-42411 | | 4.1 | | November 26, 2024 |
| 4.3 | | Form of outstanding restricted stock units issued under the 2019 Plan prior to January 1, 2024 | | S-1/A | | 333-279382 | | 4.3 | | July 5, 2024 |
| 4.4 | | Form of outstanding restricted stock units issued under the 2019 Plan after January 1, 2024 | | S-1/A | | 333-279382 | | 4.4 | | August 28, 2024 |
| 4.5 | | Form of outstanding warrants that expire in August 2028 | | S-1 | | 333-279382 | | 4.5 | | May 13, 2024 |
| 4.6 | | Form of outstanding prepaid warrants with no expiration date | | S-1 | | 333-279382 | | 4.6 | | May 13, 2024 |
| 4.7 | | Form of outstanding warrants that expire in June 2029 | | S-1/A | | 333-279382 | | 4.7 | | July 5, 2024 |
| 4.8 | | Form of warrants that will expire on the 24 month, 42 month, and 60 month anniversaries of November 25, 2024 | | S-1/A | | 333-279382 | | 4.8 | | October 25, 2024 |
| 4.9 | | Form of Common Warrant that expires November 21, 2029 | | 8-K | | 001-42411 | | 4.2 | | November 26, 2024 |
| 4.10 | | Form of outstanding warrants that expires April 1, 2028 | | 10-K | | 001-42411 | | 4.10 | | April 28, 2025 |
4.11 | | Form of outstanding warrants that expires February 21, 2030 | | POS-AM | | 333-284509 | | 4.11 | | May 7, 2025 |
4.12 | | Form of Pre-Funded Common Stock Purchase Warrant | | 8-K | | 001-42411 | | 4.1 | | August 11, 2025 |
4.13 | | Form of Advisory Warrant | | 8-K | | 001-42411 | | 4.2 | | August 11, 2025 |
4.14 | | Form of Placement Agent Warrant | | 8-K | | 001-42411 | | 4.3 | | August 11, 2025 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit | | | | Incorporated by Reference |
| Number | | Description of Exhibits | | Form | | File No. | | Exhibit | | Filing Date |
| 10.1 | | Loan Agreement, dated as of March 29, 2021, by and among Silverview Credit Partners, LP, as agent for the lenders, the financial institutions and other institutional investors from time-to-time party thereto as lenders, Heritage Distilling Company, Inc., as borrower, and Heritage Distilling Holding Company, Inc. | | S-1 | | 333-279382 | | 10.1 | | May 13, 2024 |
| 10.2 | | Amendment No. 1 to Loan Agreement, dated as of September 9, 2021, by and among Silverview Credit Partners, LP, as agent for the lenders, the financial institutions and other institutional investors from time-to-time party thereto as lenders, Heritage Distilling Company, Inc., as borrower, and Heritage Distilling Holding Company, Inc. | | S-1 | | 333-279382 | | 10.2 | | May 13, 2024 |
| 10.3 | | Amendment No. 2 to Loan Agreement, dated as of September 9, 2021, by and among Silverview Credit Partners, LP, as agent for the lenders, the financial institutions and other institutional investors from time-to-time party thereto as lenders, Heritage Distilling Company, Inc., as borrower, and Heritage Distilling Holding Company, Inc. | | S-1/A | | 333-279382 | | 10.9 | | October 3, 2024 |
| 10.4 | | Amendment No. 3 to Loan Agreement dated as of September 9, 2021, by and among Silverview Credit Partners, LP, as agent for the lenders, the financial institutions and other institutional investors from time-to-time party thereto as lenders, Heritage Distilling Company, Inc., as borrower, and Heritage Distilling Holding Company, Inc. | | S-1 | | 333-284509 | | 10.4 | | January 27, 2025 |
| 10.5 | | 2019 Equity Incentive Plan# | | S-1 | | 333-2793852 | | 10.4 | | May 13, 2024 |
| 10.6 | | 2024 Equity Incentive Plan# | | S-1/A | | 333-279382 | | 10.5 | | August 28, 2024 |
| 10.7 | | First Amendment to the Heritage Distilling Holding Company, Inc. 2024 Equity Incentive Plan | | 8-K | | 001-42411 | | 10.1 | | June 27, 2025 |
| 10.8 | | Form of October 2023 Exchange Agreement | | S-1/A | | 333-279382 | | 10.6 | | October 3, 2024 |
| 10.9 | | Form of Amendment to October 2023 Exchange Agreement | | S-1/A | | 333-279382 | | 10.7 | | October 25, 2024 |
| 10.10 | | Amendment dated October 24, 2024 to October 2023 Exchange Agreement | | S-1/A | | 333-279382 | | 10.11 | | October 25, 2024 |
| 10.11 | | Form of April 2024 Exchange Agreement | | S-1/A | | 333-279382 | | 10.8 | | October 3, 2024 |
| 10.12 | | Securities Purchase Agreement dated as of January 23, 2025 by and between Heritage Distilling Holding Company, Inc. and C/M Capital Master Fund, LP | | 8-K | | 001-42411 | | 10.1 | | January 24, 2025 |
| 10.13 | | Registration Rights Agreement dated as of January 23, 2025, by and between Heritage Distilling Holding Company, Inc. and C/M Capital Master Fund, LP | | 8-K | | 001-42411 | | 10.2 | | January 24, 2025 |
10.14 | | Form of Subscription Agreement, dated as of August 11, 2025, between the Company and each Subscriber (as defined therein) | | 8-K | | 001-42411 | | 10.1 | | August 11, 2025 |
10.15 | | Form of Registration Rights Agreement, dated as of August 11, 2025, between the Company and each Purchaser (as defined therein) | | 8-K | | 001-42411 | | 10.2 | | August 11, 2025 |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Exhibit | | | | Incorporated by Reference |
| Number | | Description of Exhibits | | Form | | File No. | | Exhibit | | Filing Date |
10.16 | | Placement Agency Agreement, dated as of August 11, 2025, among the Company, Cantor Fitzgerald & Co. and Roth Capital Partners, LLC | | 8-K | | 001-42411 | | 10.3 | | August 11, 2025 |
| 31.1 | | Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002† | | | | | | | | |
| 31.2 | | Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002† | | | | | | | | |
| 32 | | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | 10-Q | | 001-42411 | | 32 | | August 14, 2025 |
| 101.INS | | Inline XBRL Instance Document.† | | | | | | | | |
| 101.SCH | | Inline XBRL Taxonomy Extension Schema Document.† | | | | | | | | |
| 101.CAL | | Inline XBRL Taxonomy Extension Calculation Linkbase Document.† | | | | | | | | |
| 101.DEF | | Inline XBRL Taxonomy Extension Definition Linkbase Document.† | | | | | | | | |
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document.† | | | | | | | | |
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document.† | | | | | | | | |
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | | | | | | | | |
#Indicates a management contract or compensatory plan.
†Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | | | | | | | | | | |
| HERITAGE DISTILLING HOLDING COMPANY, INC. |
| | | |
| Date: August 18, 2025 | By: | | /s/ Justin Stiefel |
| | | Justin Stiefel
Chief Executive Officer |
